Financial statements For the year ended 31 March 2015
Financial statements For the year ended 31 March 2015 CONTENTS PAGES CORPORATE INFORMATION 1 COMMENTARY OF THE DIRECTORS 2 INDEPENDENT AUDITORS REPORT 3-3(a) STATEMENT OF FINANCIAL POSITION 4 STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME 5 STATEMENT OF CHANGES IN EQUITY 6 STATEMENT OF CASH FLOWS 7 NOTES TO THE FINANCIAL STATEMENTS 8-15
CORPORATE INFORMATION DIRECTORS Appointment esig Date Date Mr. Arup Basu 11 September 1998 Mr. Mahendra Kishore Khatau 10 August 1994 Bluesphere Limited 07 January 2010 REGISTERED OFFICE C/o Trident Trust Company (Mauritius) Limited 5 th Floor, Barkly Wharf Le Caudan Waterfront Port Louis Republic of Mauritius BANKER Banque des Mascareignes Ltée One Cathedral Square Level 8 16 Jules Koenig Street Port Louis Republic of Mauritius AUDITORS Moore Stephens (Mauritius) Chartered Accountants 6th Floor, Newton Tower Sir William Newton Street Port Louis Republic of Mauritius 1
COMMENTARY OF THE DIRECTORS PRINCIPAL ACTIVITY The main activity of REFNOL OVERSEAS LIMITED (the Company ) is that of investment holding. RESULTS The results for the year are shown in the statement of comprehensive income on page 5. The company s profit and total other comprehensive income for the year for the year ended 31 March 2015 is USD 6,901 (2014: 9,530). AUDITORS REMUNERATION 2015 2014 USD USD Audit fees 1,150 1,150 DIRECTORS The present membership of the Board is set out on page 1. DIRECTORS RESPONSIBILITIES IN RESPECT OF THE FINANCIAL STATEMENTS Company law requires the directors to prepare financial statements for each financial year, which present fairly the financial position, financial performance and the cash flows of the Company. In preparing those financial statements, the directors are required to: select suitable accounting policies and then apply them consistently; make judgments and estimates that are reasonable and prudent; state whether International Financial Reporting Standards (IFRS) have been followed, subject to any material departures disclosed and explained in the financial statements; and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors confirm that they have complied with the above requirements in preparing the financial statements. The directors are responsible for keeping proper accounting records which disclose with reasonable certainty and accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Mauritius Companies Act 2001. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. AUDITORS Messrs Moore Stephens (Mauritius), Chartered Accountants, have expressed their willingness to continue in office. 2
STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME Notes 2015 2014 USD USD Income Interest income 3 16,041 16,041 Expenses : Administration fees and disbursements 5,810 3,928 Audit fees 1,150 1,150 Bank charges 818 133 Directors fee 1,062 1,000 Licence and registration fees 300 300 9,140 6,511 Profit before taxation 12 6,901 9,530 Taxation 13 - - Profit and total other comprehensive income for the year 6,901 9,530 Earnings per share 14 0.03 0.04 The notes on pages 8 to 15 form an integral part of these financial statements. 5
STATEMENT OF CHANGES IN EQUITY Stated Retained capital earnings Total USD USD USD As at 01 April 2013 240,000 79,982 319,982 Total comprehensive income for the year - 9,530 9,530 As at 31 March 2014 240,000 89,512 329,512 Profit and total other comprehensive income for the year - 6,901 6,901 As at 31 March 2015 240,000 96,413 336,413 The notes on pages 8 to 15 form an integral part of these financial statements. 6
STATEMENT OF CASH FLOWS 2015 2014 Cash flows from operating activities USD USD Profit before taxation 6,901 9,530 Adjustment for: Interest income (16,041) (16,041) Operating loss before working capital changes (9,140) (6,511) Increase in accounts receivable (6,569) (9,881) (Decrease)/increase in accounts payable (114) 386 Cash used in operating activities (15,823) (16,006) Cash flows from investing activities Interest received 16,041 16,041 Net decrease in cash and cash equivalents 218 35 Movements in cash and cash equivalents Cash and cash equivalents at the beginning of the year 215 180 Cash and cash equivalents at the end of the year 433 215 Net increase in cash and cash equivalents 218 35 The notes on pages 8 to 15 form an integral part of these financial statements. 7
NOTES TO THE FINANCIAL STATEMENTS 1. INCORPORATION REFNOL OVERSEAS LIMITED (the "Company") was incorporated on 10 August 1994 and is limited by shares. The Company holds a Category 2 Global Business Licence issued under the Financial Services Act 2007. The principal activity of the Company is that of investment holding. The registered office is at C/o Trident Trust Company (Mauritius) Limited, 5th Floor, Barkly Wharf, Le Caudan Waterfront, Port Louis, Republic of Mauritius. 2. APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) 2.1 Amendments to IFRSs and the new Interpretation that are mandatorily effective for the current year In the current year, the Company has applied a number of amendments to IFRSs and a new Interpretation issued by the International Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that begins on or after 1 January 2014. Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities The Company has applied the amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities for the first time in the current year. The amendments to IAS 32 clarify the requirements relating to the offset of financial assets and financial liabilities. Specifically, the amendments clarify the meaning of currently has a legally enforceable right of set-off and simultaneous realisation and settlement. The amendments have been applied retrospectively. As the Company does not have any financial assets and financial liabilities that qualify for offset, the application of the amendments has had no impact on the disclosures or on the amounts recognised in the Company s financial statements. The Company has assessed whether certain of its financial assets and financial liabilities qualify for offset based on the criteria set out in the amendments and concluded that the application of the amendments has had no impact on the amounts recognised in the Company s financial statements. Amendments to IAS 36 Recoverable Amount Disclosures for Non-Financial Assets The Company has applied the amendments to IAS 36 Recoverable Amount Disclosures for Non-Financial Assets for the first time in the current year. The amendments to IAS 36 remove the requirement to disclose the recoverable amount of a cash-generating unit (CGU) to which goodwill or other intangible assets with indefinite useful lives had been allocated when there has been no impairment or reversal of impairment of the related CGU. Furthermore, the amendments introduce additional disclosure requirements applicable to when the recoverable amount of an asset or a CGU is measured at fair value less costs of disposal. These new disclosures include the fair value hierarchy, key assumptions and valuation techniques used which are in line with the disclosure required by IFRS 13 Fair Value Measurements. The application of these amendments has had no material impact on the disclosures in the Company s financial statements. Amendments to IAS 39 Novation of Derivatives and Continuation of Hedge Accounting The Company has applied the amendments to IAS 39 Novation of Derivatives and Continuation of Hedge Accounting for the first time in the current year. The amendments to IAS 39 provide relief from the requirement to discontinue hedge accounting when a derivative designated as a hedging instrument is novated under certain circumstances. The amendments also clarify that any change to the fair value of the derivative designated as a hedging instrument arising from the novation should be included in the assessment and measurement of hedge effectiveness. The amendments have been applied retrospectively. As the Company does not have any derivatives that are subject to novation, the application of these amendments has had no impact on the disclosures or on the amounts recognised in the Company s financial statements. 8
NOTES TO THE FINANCIAL STATEMENTS 2. APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) (continued) 2.1 Amendments to IFRSs and the new Interpretation that are mandatorily effective for the current year (continued) IFRIC 21 Levies The Company has applied IFRIC 21 Levies for the first time in the current year. IFRIC 21 addresses the issue as to when to recognise a liability to pay a levy imposed by a government. The Interpretation defines a levy, and specifies that the obligating event that gives rise to the liability is the activity that triggers the payment of the levy, as identified by legislation. The Interpretation provides guidance on how different levy arrangements should be accounted for, in particular, it clarifies that neither economic compulsion nor the going concern basis of financial statements preparation implies that an entity has a present obligation to pay a levy that will be triggered by operating in a future period. IFRIC 21 has been applied retrospectively. The application of this Interpretation has had no material impact on the disclosures or on the amounts recognised in the Company s financial statements. 2.2 New and revised IFRSs in issue but not yet effective The Company has not applied the following new and revised IFRSs that have been issued but are not yet effective: Effective for annual periods beginning on or after 1 July 2014, with earlier application permitted. Amendments to IAS 19 Defined Benefit Plans: Employee Contributions Amendments to IFRSs Annual Improvements to IFRSs 2011-2013 Cycle Effective for annual periods beginning on or after 1 July 2014, with limited exceptions. Earlier application is permitted. Amendments to IFRSs Annual Improvements to IFRSs 2010-2012 Cycle Effective for annual periods beginning on or after 1 January 2016, with earlier application permitted. Amendments to IFRS 11 Accounting for Acquisitions of Interests in Joint Operations Amendments to IAS 16 and IAS 38 Clarification of Acceptable Methods of Depreciation and Amortisation Amendments to IAS 16 and IAS 41 Agriculture: Bearer Plants Effective for annual periods beginning on or after 1 January 2017, with earlier application permitted. IFRS 15 Revenue from Contracts with Customers Effective for annual periods beginning on or after 1 January 2018, with earlier application permitted. IFRS 9 Financial Instruments Commentary: Note that IFRS 14 Regulatory Deferral Accounts is not applicable to the Company as the Company is not a firsttime adopter of IFRSs. 9
NOTES TO THE FINANCIAL STATEMENTS 3. SIGNIFICANT ACCOUNTING POLICIES (a) Statement of compliance The financial statements have been prepared in accordance with International Financial Reporting Standards. (b) Basis of preparation The financial statements have been prepared on the historical cost basis except for the revaluation of certain non-current assets and financial instruments. Historical cost is generally based on the fair value of the consideration given in exchange for assets. (c) (i) (d) (e) (i) Revenue recognition Interest income Interest income is accounted for on a time proportion basis. Expense recognition Expenses are accounted for on an accruals basis in the statement of comprehensive income. Functional and presentation currency Reporting currency (ii) The financial statements are presented in United States dollar (USD), which is the Company's functional and presentation currency and represents the currency of the primary economic environment in which the entity operates. Transactions and balances Foreign currency transactions are accounted for at the exchange rates prevailing at the dates of the transactions. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities in foreign currencies at year end exchange rates are recognised in the statement of comprehensive income. (f) Cash and cash equivalents Cash comprises cash at bank and in hand and demand deposits. Cash equivalents are short-term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. 10
NOTES TO THE FINANCIAL STATEMENTS 3. SIGNIFICANT ACCOUNTING POLICIES (Continued) (g) Investment in subsidiary The investment in Texcare Middle East L.L.C., the subsidiary, has been stated at cost (which includes transaction costs) in the financial statements of the Company. When indication of impairment exists, the recoverable amount of the investment is assessed. Where the recoverable amount of an investment is less than its carrying amount, the investment is written down immediately to its recoverable amount and the impairment loss is recognised as an expense in the statement of comprehensive income. On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to the statement of comprehensive income. (h) Stated capital Ordinary shares are classified as equity. (i) (j) (k) (l) (m) (n) (o) Related parties Related parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial operating decisions. Financial instruments Financial instruments carried on the statement of financial position include investment in subsidiary, non-current receivable, accounts receivable, cash and cash equivalents and accounts payable. The particular recognition methods adopted are disclosed in the individual accounting policy statements associated with each item. Borrowing costs Borrowing costs are recognised as an expense in the year in which they are incurred. Accounts receivable Accounts receivable are stated their nominal values as reduced by appropriate allowances for estimated irrecoverable amounts. Accounts payable Accounts payable are stated their nominal values. Provisions Provisions are recognised when the Company has a present or constructive obligation as a result of past events which it is probable will result in an outflow of economic benefits that can be reasonably estimated. Impairment of assets At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangibles assets to determine whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount which is the higher of an asset's net selling price and value in use. 11
NOTES TO THE FINANCIAL STATEMENTS 3. SIGNIFICANT ACCOUNTING POLICIES (Continued) (p) Consolidated financial statements The Company owns 100% of the share capital of Texcare Middle East L.L.C. International Accounting Standard IFRS 10 - Consolidated and Separate Financial Statements requires the Company to prepare consolidated financial statements which include the financial statements of the subsidiary. Since the Company is a wholly owned subsidiary of Refnol Resins and Chemicals Limited, having its registered office at Plot 23, Phase III, G.I.D.C. Industrial Estate, Naroda - 382 330, Ahmedabad, India which prepares consolidated financial statements, including those of the Company and its subsidiary, the Company is therefore exempt according to IFRS 10 to prepare group accounts. 4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY In the application of the Company s accounting policies, which are described in note 3, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised if the revision affects only that year, or in the year of the revision and future periods if the revision affects both current and future periods. Where applicable, the notes to the financial statements set out areas where management has applied a higher degree of judgement that have a significant effect on the amounts recognised in the financial statements, or estimations and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. 4.1 Key sources of estimation and uncertainty With regards to the nature of the Company's business there were no key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting year, that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. 12
NOTES TO THE FINANCIAL STATEMENTS 2015 2014 5. INVESTMENT IN SUBSIDIARY USD USD Unquoted investment at cost 41,013 41,013 Details of the investment in the subsidiary company are as follows: Country of Number % holdings Investee company incorporation of shares Texcare Middle East L.L.C. Sharjah, U.A.E. 300 100 The principal activity of Texcare Middle East L.L.C. is the manufacturing of textile and garment wash chemicals, textile sizing chemicals and laundry & cleaning chemicals. 2015 2014 USD USD 6. NON-CURRENT RECEIVABLE Loan receivable from Texcare Middle East L.L.C. 178,238 178,238 The loan to Texcare Middle East L.L.C. is unsecured, bears interest at the rate of 9% per annum and is repayable after more than one year. 2015 2014 USD USD 7. ACCOUNTS RECEIVABLE Interest receivable on loan to Texcare Middle East L.L.C. 97,837 91,455 Other receivable 20,000 20,000 Prepayments 1,857 1,670 119,694 113,125 8. CASH AND CASH EQUIVALENTS Cash at bank 433 215 9. STATED CAPITAL Issued and fully paid 240,000 Ordinary shares of USD 1 each 240,000 240,000 Note: All above shares are at par value. 13
NOTES TO THE FINANCIAL STATEMENTS 2015 2014 10. RETAINED EARNINGS USD USD At 1 April 89,512 79,982 Profit and total other comprehensive income for the year 6,901 9,530 At 31 March 96,413 89,512 11. ACCOUNTS PAYABLE Accruals 2,965 3,079 12. PROFIT BEFORE TAXATION Profit before taxation is arrived at after charging the following items:- Auditors' remuneration 1,150 1,150 Director's emoluments 1,062 1,000 Staff costs - - Number of employees - - 13. TAXATION The Company holds a Category 2 Global Licence and is not resident in Mauritius for tax purposes and therefore is exempt for income tax purposes. 14. EARNINGS PER SHARE The calculation of earnings per share is based on total comprehensive income for the year after taxation attributable to ordinary shareholders and on the number of shares in issue throughout the two years ended 31 March 2015. 15. RISK MANAGEMENT Capital risk management The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to shareholder through the optimisation of the debt and equity balance. The capital structure of the Company consists of stated capital and retained earnings. The Company s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, cash flow interest rate risk), liquidity risk and credit risk. (a) Market risk (i) Foreign exchange risk The Company did not engage in activities which would require foreign currency exposure hedging. However the Company invested in shares denominated in Arab Emirates dirham (AED). Consequently, the Company is exposed to the risk that the exchange rate of the USD relative to the AED may change in a manner which has a material effect on the reported values of the Company s investment denominated in AED. 14
NOTES TO THE FINANCIAL STATEMENTS 15. RISK MANAGEMENT (Continued) (i) Foreign exchange risk (Continued) Foreign currency risk management The currency profile of the Company's financial assets and liabilities at the end of the reporting period is summarized as follows: 2015 2014 Financial Financial Financial Financial assets liabilities assets liabilities USD USD USD USD Arab Emirates dirham ( AED) 41,013-41,013 - United States dollar (USD) 296,508 2,965 289,908 3,079 (ii) Liquidity risk 337,521 2,965 330,921 3,079 Prepayments amounting to USD 1,857 (2014: USD 1,670) are excluded from financial assets. Liquidity risk is the risk that the Company is unable to meet its payment obligations, associated with its financial liabilities, when they fall due. Prudent liquidity risk management implies maintaining sufficient cash. In addition, the Company has access to its shareholder for its financing needs. (iii) Interest rate risk management The Company's exposure to interest rate risk is limited as its only interest bearing financial instruments are the loan receivable from its subsidiary bearing fixed interest rate per annum (note 6) and cash at bank. (iv) Credit risk Credit risk is the risk of financial loss to the Company if a customer or a counterparty defaults on its contractual obligations. The Company has no significant concentration of credit risk. (v) Fair value of financial assets and liabilities The directors consider that the carrying amounts of the Company's financial assets and liabilities recognised in the financial statements approximate their face values. 16. EVENTS AFTER REPORTING PERIOD There are no events after the reporting period which may have a material effect on the financial statements at 31 March 2015. 17. ULTIMATE HOLDING COMPANY The directors regard Refnol Resins and Chemicals Limited, a company incorporated in India as the Company's immediate and ultimate holding company. 15